SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Burow Kristina

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gossamer Bio, Inc. [ GOSS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/12/2019 C 3,682,539 A (1) 3,682,539 I See footnotes(2)(3)
Common Stock 02/12/2019 C 345,419 A (1) 4,027,958 I See footnotes(2)(3)
Common Stock 02/12/2019 C 3,682,539 A (1) 3,682,539 I See footnotes(3)(4)
Common Stock 02/12/2019 C 345,419 A (1) 4,027,958 I See footnotes(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 02/12/2019 C 16,571,429 (1) (1) Common Stock 3,682,539 (1) 0 I See footnotes(2)(3)
Series A Preferred Stock (1) 02/12/2019 C 16,571,428 (1) (1) Common Stock 3,682,539 (1) 0 I See footnotes(3)(4)
Series B Preferred Stock (1) 02/12/2019 C 1,554,388 (1) (1) Common Stock 345,419 (1) 0 I See footnotes(2)(3)
Series B Preferred Stock (1) 02/12/2019 C 1,554,388 (1) (1) Common Stock 345,419 (1) 0 I See footnotes(3)(4)
Explanation of Responses:
1. The shares of the Issuer's Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at a ratio of 4.5 to one share, immediately prior to the consummation of the Issuer's initial public offering. The Series A Preferred Stock and Series B Preferred Stock had no expiration date.
2. These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by GPLP. The Reporting Person has an interest in the GPLP and the GPLLC but does not have voting or investment control over the shares held by ARCH IX.
3. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of her pecuniary interest therein.
4. These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by Overage GPLP. The Reporting Person has an interest in the Overage GPLP and the GPLLC but does not have voting or investment control over the shares held by ARCH Overage.
Remarks:
/s/ Jeff Boerneke, Attorney-in-Fact 02/12/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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